Unassociated Document


    

      September
        12, 2007

      


      LQD
        Adrenalina, LLC.

      20855
        NE
        16TH
        Ave.

      Suite
        #C-16

      Miami,
        FL
        33179

      


      Attention:     Jeffrey
        Geller, President

      


      Gentlemen:

      


      This
        Amendment No. 1, dated September 12, 2007 (this “Amendment”) to the Letter
        Agreement dated June 27, 2007 (the “Letter Agreement”), by and between LQD
        ADRENALINA, LLC. (“the Company”) and GILFORD SECURITIES INCORPORATED (“Gilford”)
        hereby amends and supplements solely to the extent provided herein, the Letter
        Agreement as follows:

      


      
        	
              	1.	
                The
                  last sentence in the first paragraph of the Letter Agreement is
                  hereby
                  amended to reflect the newly agreed upon
                  terms:

              


      

       

      The
        Company will compensate Gilford with shares of the new public company in
        lieu of
        cash.  As such, Gilford will be issued 353,000 shares or 1.8146% of the
        total shares outstanding whichever is greater simultaneously with the closing
        of
        the merger.

       

      The
        Company agrees that, for a period of seven (7) years from the date of the
        closing of the merger transaction  (the “Closing”), if the Company intends
        to file a Registration Statement or Statements for the public sale of securities
        for cash (other than a Form S-8, S-4 or comparable Registration Statement),
        it
        will notify all of the holders of the Warrants and/or underlying securities
        and
        if so requested it will include therein material to permit a public offering
        of
        the securities underlying said Warrants at the expense of the Company (excluding
        fees and expenses of the holder’s counsel and any underwriting or selling
        commissions).  In addition, for a period of five (5) years from Closing,
        upon the written demand of holder(s) representing a majority of the Gilford
        shares, the Company agrees, on one occasion, commencing 9 months after the
        Closing, to promptly register the underlying securities at the expense of
        the
        Company (excluding fees and expenses of the holder’s counsel and any
        underwriting or selling commissions).  In addition, for a period of five
        (5) years from such date, upon the written demand of any holder, the Company
        agrees to promptly register the underlying securities at the expense of such
        holder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Other
        than the amendments and supplements expressly set fort in this Amendment,
        no
        other changes to the Letter Agreement have been made.

      


      The
        parties hereto have entered into this Amendment as of the date first appearing
        above.

       

    

    
      
        	 	 	 	 	
                Very
                  truly yours,

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
                
                  GILFORD
                    SECURITIES INCORPORATED

                

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
                By:

              	
                /s/
                  Robert A. Maley

              	 
	 	 	 	 	
                 

              	
                Name:

              	 
	 	 	 	 	
                 

              	
                Title:

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                CONFIRMED
                  AND AGREED:

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                
                  LQD
                    ADRENALINA, LLC.

                

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Jeffrey Geller

              	 	 	 	 	 
	
              	
                Name:

              	 	
                 

              	 	 	 
	
                 

              	
                Title: